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                       DATED THIS 28TH DAY OF AUGUST 1996


                                     BETWEEN


                         SEMICONDUCTOR ALLIANCE PTE LTD

                                       AND

                    SEMICONDUCTOR PACKAGING MATERIALS CO. INC


                                       AND

                  INTERNATIONAL SEMICONDUCTOR PRODUCTS PTE LTD

                                       AND

                       THE PARTIES WHOSE NAMES ARE STATED
                         IN SCHEDULE 4 OF THIS AGREEMENT



                 ===============================================

                             JOINT VENTURE AGREEMENT

                 ===============================================




                                MESSRS KOH & CHOO
                             ADVOCATES & SOLICITORS
                                    SINGAPORE
                               (KK/CYL/ts/3409/96)



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        This Agreement is made on the 28th day of August 1996.

BETWEEN

(1)     Semiconductor Alliance Pte Ltd, a company incorporated in Singapore with
        its registered  office at 135 Middle Road #05-13/14,  Bylands  Building,
        Singapore 188975; ("SCA");

(2)     Semiconductor  Packaging Materials Co., Inc., a company  incorporated in
        Delaware,  United States of America with its principal place of business
        at 431 Fayette Avenue, Mamaroneck, New York 10543, U.S.A, ("SPM");

(3)     International  Semiconductor Products Pte Ltd, a company incorporated in
        Singapore  with its  registered  office at 135  Middle  Road  #05-13/14,
        Bylands Building, Singapore 188975, (the "Company" or "ISP"); and

(4)     the parties  whose names and  addresses are stated at Schedule 4 of this
        Agreement.

WHEREAS

(A)     SCA and SPM are desirous of  establishing  and operating a joint venture
        company in Singapore for the primary purpose of carrying on the Business
        (as defined below).

(B)     The  parties  referred to in Schedule 4 are  selected  directors  and/or
        officers  and/or  shareholders  of SCA and SPM and/or its subsidiary ASP
        and are  executing  this  Agreement  in order  to be  bound by  clause 8
        hereof.

(C)     For the purpose of  cooperatively  carrying out the aforesaid desire SCA
        has procured  the  formation  of the Company  with an  authorised  share
        capital of  S$100,000.00  divided  into  100,000.00  ordinary  shares of
        S$1.00 each and an initial and paid-up capital of S$2.00.

(D)     SCA is  beneficially  entitled  to the 2 ordinary  shares in the Company
        constituting  the initial issued and paid-up  capital of $2.00 which are
        held by the nominees of SCA.

(E)     To give effect to the  intention of the parties  hereto as  hereinbefore
        recited,  and to regulate their relationship inter se as shareholders in
        the Company in the conduct of the Business and affairs of the Company in
        the spirit of mutual  confidence  and  co-operation,  the parties hereto
        have  agreed to enter into this  Agreement  on the terms and  conditions
        hereinafter set out.

IT IS AGREED as follows:-

1.      DEFINITIONS AND INTERPRETATION


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(A)     Definitions

        In this  Agreement  and the  Schedules,  unless  the  subject or context
        otherwise  requires,  the following words and expressions shall have the
        following meanings respectively ascribed to them:-

        "Act" means the Companies Act, Chapter 50;

        "Articles"  means the articles of association  for the time being of the
        Company;

        "Auditors" means the auditors for the time being of the Company;

        "ASP" means American Silicon Products,  Inc., a corporation incorporated
        in the  United  States  of  America  with its  place of  business  at 15
        Clarkson Street, Providence, Rhode Island, 02908, U.S.A;

        "Board" means the board of Directors for the time being of the Company;

        "Business"   means  the  business  of  polishing  and   reclamation   of
        semiconductor  wafers and the brokering of semiconductor  wafers used in
        the electronics industry;

        "Control" and any form thereof, such as Controlling means the possession
        by  one   person,   directly   or   indirectly   through   one  or  more
        intermediaries,  of the power to direct  or cause the  direction  of the
        management or policies of another person;  with respect to a corporation
        such  power may be  evidenced  by the  right to  exercise,  directly  or
        indirectly,  more  than 50% of the  voting  rights  attributable  to the
        shares  or  interest  of such  corporation,  partnership  or other  body
        corporate;

        "Directors" means the directors for the time being of the Company;

        "Exchange Rate" means the rate of exchange between the US$ and the S$ as
        published by the Asian Wall Street Journal;

        "Expert" means an independent  merchant bank of international repute who
        shall be nominated by agreement between the Shareholders or failing such
        nomination  within 14 days after the request of any  Shareholder  to the
        others  therefor,  nominated  at the request of any  Shareholder  by the
        Chairman of the Singapore International Arbitration Centre;

        "Intellectual Property Rights" means any patent,  copyright,  registered
        design and  unregistered  designs,  trade name,  trade mark, logo, trade
        dress, or other similar industrial,  commercial or intellectual property
        rights wherever in the world enforceable;

        "Knowhow" means all industrial, marketing and commercial information and
        techniques  including  without  limitation to the  foregoing,  drawings,
        formulae, test

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        reports,  operating and testing procedures,  instruction manuals, tables
        of   operating   conditions,   administrative   procedures,   lists  and
        particulars of customers, marketing methods and procedures,  advertising
        copy  and  computer  software  programmes  relating  to  and/or  used in
        connection with the Business;

        "Memorandum"  means the memorandum of association  for the time being of
        the Company;

        "Related  Party" means in relation to any person,  a person  directly or
        indirectly (through one or more intermediaries) Controlling,  Controlled
        by or under common Control with that person;

        "Shareholders" means SCA, SPM and any other person holding shares in the
        capital of the  Company who shall have  executed a deed of  ratification
        and accession pursuant to clause 6(C);

        "Scheduled  Board Meetings"  means Board meetings  referred to in clause
        3(I);

        'Specified Sum" means the sum of US$4,000,000.00 less S$100,000.00;

        "SCA  Directors"  means  Directors  nominated in accordance  with clause
        3B(i);

        "SPM  Directors"  means  Directors  nominated in accordance  with clause
        3B(ii);

        "S$" means the lawful currency of Singapore;

        "Territories" means all the countries listed in Schedule 1;

        "Unscheduled  Board Meetings" means Board meetings referred to in clause
        3(J); and

        "US$" means the lawful currency of the United States of America.

(B)     Interpretation

(i)     Any reference in this Agreement to:-

        (a)    "clauses","paragraphs"  "sub-paragraphs",  and "schedules" are to
               the clauses,  paragraphs and sub-paragraphs of, and the schedules
               to, this Agreement; and

        (b)    "financial  year"  means a period in  respect of which an audited
               profit and loss  account of the  Company has or is to be prepared
               for the  purpose  of laying  before  the  Company  at its  annual
               general  meeting,  whether  that  period  is a year or  not.  The
               accounting  reference  date of the Company  shall be the first of
               January of each calendar year.

(ii)    The  headings  are  for  convenience  only  and  shall  not  affect  the
        interpretation

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        of this Agreement.

(iii)   The schedules  form a material part to this Agreement and all references
        to the this Agreement shall include references to the schedules.

(iv)    Unless the context  otherwise  requires or  permits,  references  to the
        singular  number shall include  references to the plural number and vice
        versa;  references to natural persons shall include bodies corporate and
        incorporate and vice versa;  and words denoting any gender shall include
        all genders.

(v)     The expression  "related  corporation"  shall bear the meaning  ascribed
        thereto in Section 6 of the Act.

(vi)    All  references  to  time,  days of the  week and  calendar  months  are
        references to Singapore time, days and calendar months.

2.      COMPLETION

        On or before 5  September  96, or such  other  date as SCA and SPM shall
        agree in  writing,  SCA and SPM shall each take or cause to be taken the
        following steps at Directors' and Shareholders'  meetings of the Company
        (as appropriate):-

        (i)    the  appointment  of each of Messrs Andrew A.  Lozyniak,  Gilbert
               Raker ("SPM  Directors")  and Dr. Freddy Goh Hin Choon and Mr Lee
               Boon Leng ("SCA Directors") as Directors;

        (ii)   the transfer of the 2  subscriber  shares of S$1.00 each from the
               nominee shareholders of the Company to SCA;

        (iii)  the  subscription  by  each of SCA  and  SPM  for  49,898.00  and
               50,100.00  shares of S$1.00 each  respectively  in the Company at
               par and the  allotment and issue of such shares by the Company to
               SCA and SPM respectively against payments in full in cash;

        (iv)   the  appointment of Dr Freddy Goh Hin Choon as Managing  Director
               of the Company and the execution of the Service  Agreement on the
               terms appearing on Schedule 2; and

        (v)    the resignations of the nominee  Directors Wong Yhui Kong and Low
               Kok Poo.

        Provided Always that the Shareholders' obligations under paragraph (iii)
        above shall be conditional  upon the execution,  by ASP and the Company,
        of the Intellectual Property License Agreement referred to in clause 14.
        In the  event of the  execution  of the  Intellectual  Property  License
        Agreement  after 5 September  96, the date for the  subscription  by the
        Shareholders  of shares in the Company  referred to in  paragraph  (iii)
        above shall be agreed in writing

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        between SCA and SPM and in any event unless otherwise agreed in writing,
        shall  be no  later  than  the  7th  day  after  the  execution  of  the
        Intellectual Property License Agreement.


3.      BOARD OF DIRECTORS

(A)     Number

        Unless otherwise unanimously agreed upon by the Shareholders in writing,
        the Board shall consist of 4 Directors.

(B)     Composition

        Save as hereinafter provided, the Board shall comprise:-

        (i)    2 persons  nominated by SCA for the time being as Directors  (who
               shall be designated as "SCA" Directors); and

        (ii)   2 persons  nominated by SPM for the time being as Directors  (who
               shall be designated as "SPM" Directors),

        so long as SCA and SPM shall  each hold such  numbers  of shares for the
        time being in the total issued  share  capital of the Company as are not
        less than a 49.9% : 50.1% ratio respectively.

(C)     Right of Nomination

        The right to nomination  conferred on a Shareholder  under paragraph (B)
        above shall include the right of that Shareholder to request the removal
        at any time from office such person  nominated by that  Shareholder as a
        Director and the right of that  Shareholder at any time and from time to
        time to  determine  the period  during  which such person shall hold the
        office of Director.

(D)     Notice in Writing

        Each  nomination  or request for removal of a Director  pursuant to this
        clause shall be in writing and signed by or on behalf of the Shareholder
        nominating  or  requesting  the  removal of such  Director  and shall be
        delivered to the registered office for the time being of the Company.

(E)     Further Director

        Whenever for any reason a person nominated by a Shareholder ceases to be
        a Director,  that Shareholder shall be entitled to nominate  forthwith a
        further Director.

(F)     Alternate Director

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        A  Director  shall be  entitled  to any  time  and from  time to time to
        appoint  any  person  to act  as his  alternate  and  to  terminate  the
        appointment of such person and in that  connection the provisions of the
        Articles  shall be  complied  with.  Such  alternate  Director  shall be
        entitled while holding office as such to receive  notices of meetings of
        the Board and to attend and vote as a Director  at any such  meetings at
        which the  Director  appointing  him is not  present  and  generally  to
        exercise all the powers,  rights,  duties and authorities and to perform
        all  functions of his  appointor as Director.  Further,  such  alternate
        Director  shall  be  entitled  to  exercise  his  vote  of the  Director
        appointing  him at any  meetings  of the  Board  and if  such  alternate
        Director  represents  more than one Director such  alternative  Director
        shall be entitled to one vote for every Director he represents.

(G)     Chairman

        The Chairman of the Board shall be an "SPM" Director, as designated from
        time to time by SPM. He shall have a second  calling or casting  vote in
        meetings of the Board.

(H)     Managing Director

        The  Managing  Director  of  the  Company  shall  be an  "SCA"  Director
        appointed by SCA. He shall be responsible for the day to day running and
        management of the business of the Company  within the limits  imposed by
        the Board and this Agreement. The first Managing Director of the Company
        shall  be Dr.  Freddy  Goh Hin  Choon.  SPM  shall be  consulted  on all
        subsequent  appointments of the post of Managing Director and shall have
        the  right to veto  SCA's  selection  provided  that  (i) this  right is
        exercised  in the best  interest of the Company and (ii) SPM shall state
        the reasons for its objection in writing to SCA.

(I)     Scheduled Board Meetings

(i)     Unless  otherwise  agreed  between  the  "SCA"  Directors  and the "SPM"
        Directors,  there shall be a monthly  telephone  Board  meeting  held in
        accordance  with the  procedure  described  in clause  3(K) on the third
        Tuesday of every calendar month ("Scheduled Board Meetings").  The first
        Scheduled  Board  Meeting shall be held at 8.00 am. on the third Tuesday
        following  28 August 96.  The time for all  subsequent  Scheduled  Board
        Meetings shall alternate between 8.00 pm and 8.00 am. respectively.  The
        quorum  necessary for the  transaction of any business of the Company at
        Scheduled  Board  Meetings  shall be 2 Directors  including at least one
        "SCA" Director and at least one "SPM"  Director.  All resolutions of the
        Directors  at a  Scheduled  Board  Meeting  shall be adopted by a simple
        majority vote of the Directors present.

(ii)    If  within 60  minutes  from the time  appointed  for the  holding  of a
        Scheduled Board Meeting (but not an adjourned Scheduled Board Meeting) a
        quorum is not  present,  then the meeting  shall stand  adjourned to the
        same  time 72  hours  later  and if at such  adjourned  Scheduled  Board
        Meeting a quorum is not

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        present  within 60  minutes  from the time  appointed  for  holding  the
        meeting, any 2 Directors present shall form a quorum and any resolutions
        passed thereat shall be considered valid and binding Board resolutions.

(J)     Unscheduled Board Meetings

(i)     All  meetings of the Board  other than those  referred to in clause 3(I)
        shall be Unscheduled Board Meetings.  The quorum at an Unscheduled Board
        Meeting  necessary  for the  transaction  of any business of the Company
        shall be 2 Directors, including at least one "SCA" Director and at least
        one "SPM"  Director.  All resolutions of the Directors at an Unscheduled
        Board  Meeting  shall  be  adopted  by a  simple  majority  vote  of the
        Directors present.

(ii)    With the exception of a Board meeting held in accordance with the clause
        3 (K), no  Unscheduled  Board  Meeting  shall be held outside  Singapore
        unless with the consent of both the "SCA" Directors and "SPM" Directors.

(iii)   No  Unscheduled  Board  Meeting may be held unless 3 days' prior written
        notice  setting out the  agenda,  time and place of the meeting has been
        given to all  Directors  and alternate  Directors,  including  those not
        present in Singapore, unless all the Directors agree to a shorter period
        of notice.  Such notice may be delivered  personally  or sent by prepaid
        registered  post (unless it is sent from overseas in which case it shall
        be sent by telex or  facsimile  transmission  or by  Federal  Express or
        similar courier service) or by facsimile  transmission  addressed to the
        Directors or alternate  Directors to such address or facsimile number as
        the Directors or alternate  Directors shall from time to time notify the
        company  secretary.  Meetings  conducted in accordance  with clause 3(K)
        below may be convened on such shorter period of notice as both the "SPM"
        and "SCA" Directors agree.  Meetings conducted in accordance with clause
        3(K) below may be summoned on verbal notice.

(K)     Telephone Board meetings

        The Directors may (unless otherwise  required by the Act), meet together
        either  in person  or by  telephone,  radio  conference,  television  or
        similar  communication by which all persons participating in the meeting
        are  able  to hear  and be  heard  by all  other  participants,  for the
        despatch of business and adjourn and otherwise  regulate  their meetings
        as they think fit and the quorum for such teleconference  meetings shall
        be the same as the quorum  required  by  clauses 3 (I) and (J) above.  A
        resolution passed by such a conference shall,  notwithstanding  that the
        Directors  are not  present  together  at one  place  at the time of the
        conference,  be deemed to have been passed at a meeting of the Directors
        held on the day and at the time at  which  the  conference  was held and
        shall be deemed to have been held at the office of the  Company,  unless
        otherwise agreed, and all Directors  participating at that meeting shall
        be deemed  for all  purposes  of this  Agreement  to be  present at that
        meeting.

(L)     Unanimous Consents

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        A resolution in writing  signed by all  Directors  shall be as valid and
        effectual  as if it had been passed at a Board  meeting  duly called and
        constituted. Such resolution may be signed in any number of counterparts
        and  shall  become  effective  when one or more  counterparts  have been
        signed by all of the Directors.

4.      BUSINESS OF THE COMPANY

(A)     Business

        The  Shareholders  agree that the Company shall carry on the Business in
        the  Territories  and such other  businesses as may from time to time be
        determined by the Board.

(B)     Shareholders' Obligations

        In  consideration of the mutual  obligations of the Shareholders  herein
        contained, and except as the Shareholders may otherwise agree in writing
        or save as otherwise provided or contemplated in this Agreement, each of
        the Shareholders shall exercise its powers in relation to the Company so
        as to ensure that:-

        (i)    the Company carries on its business and conducts its affairs in a
               proper and efficient manner;

        (ii)   the Company,  and the  Directors  appointed by that  Shareholder,
               will comply  strictly and  expeditiously  with the  provisions of
               this Agreement and the Articles;

        (iii)  the Business shall be carried on pursuant to the policies set out
               herein or laid down from time to time by the Board,  which  shall
               hold Board meetings in accordance  with clauses 3(I) and 3(J) and
               the Articles;

        (iv)   the  Company  shall  cause to be kept full and proper  accounting
               records relating to the business, undertakings and affairs of the
               Company,  which records shall be made available at all reasonable
               times for inspection by the Directors by prior appointment during
               office hours;

        (v)    the  Company  shall  prepare  annual  accounts,  in each  case in
               accordance with generally accepted  accounting  principles and in
               compliance  with all  applicable  legislation  in respect of each
               accounting reference period, and shall procure that such accounts
               are audited as soon as practicable and shall supply copies of the
               same both in draft and final  form,  to each of the  Shareholders
               immediately upon their issue;

        (vi)   the Company shall do all that the Auditors may reasonably require
               by way of keeping  records and  accounts and provide the Auditors
               with all such  information and explanation as they may reasonably
               require and

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               otherwise assist the Auditors in all reasonable ways;

        (vii)  the Company continues to qualify as resident in Singapore for the
               purpose of taxation and is not resident elsewhere;

        (viii) the accounting  reference date of the Company shall be the 1st of
               January of each calendar year;

        (ix)   an  additional  set of  financial  statements  be prepared by the
               Company in  conformity  with the  Generally  Accepted  Accounting
               Principles  as practised in the United States and with the United
               States Securities  Exchange  Commission's  requirements to enable
               SPM  to  consolidate  the  Company's   financial   statements  in
               accordance with United States legal requirements; and

        (x)    the Board submits an annual budget for Shareholders'  approval by
               the first day of December of each calendar year.

5.      GENERAL MEETING

(i)     No business  shall be transacted  at any general  meeting of the Company
        unless a quorum of  Shareholders  is  present  throughout  the  meeting;
        notwithstanding the provisions of the Articles, two Shareholders present
        in person or by proxy shall be a quorum.

(ii)    A resolution in writing signed by all Shareholders shall be as valid and
        effectual  as if it had been passed at a general  meeting of the company
        duly called and constituted. Such resolution may be signed in any number
        of counterparts and shall become effective when one or more counterparts
        have been signed by all of Shareholders.

(iii)   The  Shareholders  shall  exercise all voting rights and other powers of
        control  available  to them in  relation to the Company so as to procure
        (so far as they are able by the exercise of such rights and powers) that
        the Company shall not without the prior  written  consent of SCA and SPM
        or the  affirmative  votes of SCA and SPM at a  general  meeting  of the
        Company carry out any of the following:-

        (a)    acquiring  or  disposing  any  interest  in any other  company or
               carrying on any business that is outside the Business;

        (b)    declaring any dividend distribution;

        (c)    incurring  aggregate capital  commitments in excess of the lesser
               of S$250,000  or 5% of the sum provided in the annual  budget for
               the financial year;

        (d)    the  creation  or  redemption  of any fixed or  floating  charge,
               debenture,

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               mortgage,  lien (other   than a lien arising by operation of law)
               or  other   encumbrance  over  the  whole  or  any  part  of  the
               undertaking, property or assets of the Company;

        (e)    the  issuance,  allotment,  grant  of  option,  over  any  of the
               Company's  unissued  share  capital  or other  securities  or the
               reorganisation of its share capital in any way;

        (f)    obtaining  any loan or the  creation  of any debt  other than the
               shareholders' loans referred to in clause 7(A)(i);

        (g)    terminating  any  service  agreement  between the Company and its
               Managing Director;

        (h)    confirming the remuneration of any Director; and

        (i)    confirming  the terms of employment of the Managing  Director and
               other key management personnel.


 6.     TRANSFER OF SHARES

(A)     Restrictions on Transfer

(i)     No Shareholder shall create or have outstanding any pledge, lien, charge
        or other  encumbrance or security  interest on or over any shares in the
        capital of the Company or any part of its interest in such shares.

(ii)    Subject to paragraph (xi) and paragraph (B) below, no Shareholder  shall
        transfer  shares held by it in the  capital of the Company or  otherwise
        sell,  dispose of or deal with all or any part of its  interest  in such
        shares  unless and until the  rights of  pre-emption  conferred  by this
        clause 6 have been exhausted.  It shall be a pre-condition  to any share
        transfer  that the  transferor  shall  transfer  all but not part of his
        shares in the capital of the Company.

(iii)   Subject  to  paragraph  (B)  below,  every  Shareholder  who  desires to
        transfer its shares (the "Transferor")  shall give to the Company notice
        in writing of such desire (a "Transfer Notice").  Subject as hereinafter
        mentioned,   a  Transfer   Notice  shall   constitute  the  Company  the
        Transferor's agent for the sale of all its shares (in the capital of the
        Company  (the  "Sale  Shares")  to the  other  Shareholder  (the  "Other
        Shareholder") at the Purchase Price.

(iv)    The  Purchase  Price shall be the market  value of the Sale Shares as at
        the date of the  Transfer  Notice  as  determined  by the  Expert on the
        following assumptions and bases:-

        (a)    valuing  the Sale  Shares as on an arm's  length  sale  between a
               willing  vendor  and  willing  purchaser; 
  
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        (b)    if the Company is carrying on business as a going concern, on the
               assumption that it will continue to do so;

        (c)    that the Sale  Shares are  capable of being  transferred  without
               restriction; and

        (d)    valuing  the Sale  Shares as a rateable  proportion  of the total
               value of all the issued  shares of the Company  which value shall
               not be discounted or enhanced by reference to the number thereof.

        If  any  difficulty  shall  arise  in  applying  any  of  the  foregoing
        assumptions  or bases  then such  difficulty  shall be  resolved  by the
        Expert in such manner as he shall in his discretion think fit.

        The Company shall procure that the Expert  determines the Purchase Price
        within 21 days of being requested to do so.

        In making such  determination,  the Expert  shall be acting as an expert
        and  not as an  arbitrator  and his  decision  shall be  binding  on all
        Shareholders.

(v)     The costs and expenses of the Expert in  determining  the Purchase Price
        shall be borne by the Company.

(vi)    Upon receipt of the Expert's written determination of the Purchase Price
        in writing,  the Company shall within 2 days by notice in writing inform
        the Other  Shareholder  of the  Purchase  Price of the Sale  Shares  and
        invite the Other  Shareholder  to apply in writing to the Company within
        21 days of the date of  despatch  of the  notice  (which  date  shall be
        specified  therein)  for  such  Sale  Shares,  subject  however  to such
        limitations  as may be specified  in the  Transfer  Notice and which the
        Expert took into account in his valuation.

(vii)   If the Other  Shareholder  shall  within the period of 21 days apply for
        all of the Sale  Shares,  the Board  shall  notify in writing  the Other
        Shareholder  the place and time (being not earlier than 14 and not later
        than 28 days after the date of the Other  Shareholder's  application for
        the Sale Shares) at which the sale and purchase of the Sale Shares shall
        be completed.

(viii)  Subject  to  paragraph  (vi)  above,  the  Transferor  shall be bound to
        transfer the Sale Shares to the Other  Shareholder at the time and place
        therein  specified  by the  delivery  of duly  executed  transfer  forms
        together  with the relative  share  certificates  in respect of the Sale
        Shares  and,  if it shall fail to do so, the  Chairman of the Company or
        some other  person  appointed  by the Board shall be deemed to have been
        appointed  attorney  of the  Transferor  with  full  power  to  execute,
        complete  and  deliver,  in the name and on  behalf  of the  Transferor,
        transfers of the Sale Shares to the Other Shareholder against payment of
        the price to the  Company.  On payment of the price to the  Company  the
        Other  Shareholder  shall be deemed to have obtained good  quittance for
        such  payment and on  execution  and  delivery of the transfer the Other
        Shareholder

                                       11



<PAGE>

<PAGE>

        shall be entitled to insist upon its name being  entered in the Register
        of Members as the holder by  transfer  of the Sale  Shares.  The Company
        shall  forthwith  pay the price  into a  separate  bank  account  in the
        Company's name and shall hold such price in trust for the Transferor.

(ix)    If the Other  Shareholder does not apply to purchase the Sale Shares the
        Transferor  shall be entitled,  during the 3 months following the expiry
        of the said period of 21 days  referred to in paragraph  (vi) above,  to
        transfer  to any third  party and at any price  (not being less than the
        Purchase  Price fixed under  paragraph (iv) above) and on the same terms
        the Sale Shares.

(x)     Notwithstanding  paragraph (ix) above, if the Transferor receives a bona
        fide offer from a third  party  other than a Related  Party (the  "Third
        Party")  during the 3 months  following the expiry of the said period of
        21 days referred to in paragraph (vi) above, to purchase the Sale Shares
        at a price (the "Third Party Price") less than the Purchase Price and if
        the  Transferor  desires to sell the Sale  Shares to such Third Party at
        such Third  Party  Price,  then the  Transferor  shall  fully and fairly
        disclose in writing to the Other  Shareholder  the  principal  terms and
        conditions  of the Third  Party's  proposal to purchase the Sale Shares.
        The Other  Shareholder  shall have 30 days from the date of such written
        presentation  to it (the  "Presentation  Date")  to  decide  whether  to
        purchase  the Sale Shares at the Third Party Price and on the same terms
        and  conditions  offered by such Third Party (the "Third Party  Proposal
        Terms"). If the Other Shareholder accepts the Third Party Proposal Terms
        in writing within 30 days of the Presentation  Date, then the Transferor
        shall be bound to  transfer  the Sale  Shares to the  Other  Shareholder
        pursuant to the  provisions  of  paragraph  (viii)  above.  If the Other
        Shareholder  fails to accept  such  offer to  purchase  the Sale  Shares
        within the said 30 days from the Presentation  Date, then the Transferor
        shall be entitled  during the 3 months  following the expiry of the said
        30 day period,  to  transfer  the Sale Shares to such Third Party and at
        any price not being less than the Third Party Price and on any terms and
        conditions  not more  favourable to the Third Party than the Third Party
        Proposal Terms.


(xi)    Notwithstanding  anything  in the  foregoing  paragraphs  but subject to
        paragraph (C) below,  a Shareholder  being a company may transfer all or
        any  part  of  its  shares  to  any of  its  related  corporations  (the
        "Transferee  Corporations").  It shall be a condition  precedent  to the
        right  of  such   Shareholder  to  transfer  shares  to  the  Transferee
        Corporation  that such  Shareholder and the Transferee  Corporation both
        execute,  in such form as may be reasonably  required and agreed between
        the  other   Shareholder,   a  deed  of  undertaking  under  which  such
        Shareholder  undertakes to repurchase,  and the  Transferee  Corporation
        undertakes to sell, all the shares held by the Transferee Corporation in
        the capital of the Company in the event that the Transferee  Corporation
        ceases to be a related corporation of such Shareholder.

(B)     Moratorium on Transfer

        Notwithstanding anything contained in this Agreement or the Articles but
        subject

                                       12


<PAGE>

<PAGE>


        to clause 2(ii),  no  Shareholder  shall transfer all or any part of its
        shares in the capital of the Company to any person within a period of 30
        months  from the 28 August 96 unless with the prior  written  consent of
        the other Shareholder.

(C)     Supplementary Provisions

        It shall be a condition  precedent  to the right of any  Shareholder  to
        transfer  shares in the capital of the  Company  that the  purchaser  or
        transferee  (if not already bound by the  provisions of this  Agreement)
        executes  in  such  form as may be  reasonably  required  by and  agreed
        between the other Shareholder a deed of ratification and accession under
        which the purchaser or  transferee  shall agree to be bound by and shall
        be entitled to be the benefit of this  Agreement as if an original party
        hereto in place of or in addition to the  transferring  Shareholder  (as
        the case may be).

7.      FINANCE

(A)     Shareholders' Loans

(i)     The  Shareholders  shall provide to the Company,  in proportion to their
        respective  shareholdings  in the Company,  an  aggregate  sum up to the
        Specified Sum by way of unsecured  shareholders' loans, on the terms and
        conditions set out in Schedule 3.

(ii)    In fulfilment of their  obligations  under paragraph (i) above,  SCA and
        SPM shall each deposit the  following  percentages  of the Specified Sum
        (base on the Exchange  Rates on the  following  dates) at the  following
        dates into the Company's bank accounts:-

<TABLE>
<CAPTION>
        Date          SPM                                  SCA
        ----          ---                                  ---
        <S>                                                <C>
        5 September 96 50.1% X (50% of Specified Sum)      49.9% X (50% of [ZW]
Specified Sum)

        1 October 96  50.1% X (25% of Specified Sum)       49.9% X (25% of [ZW]
Specified Sum)

        1 November 96 50.1% X (25% of Specified Sum)       49.9% X (25% of [ZW]
Specified Sum)

</TABLE>


        SCA  will  deposit  the S$  equivalent  of the  Specified  Sum  into the
        Company's bank account with the  Development  Bank of Singapore,  Towner
        Road  Branch,  Account  No.  025-011-826-0.  SPM  will  deposit  the US$
        equivalent of the Specified Sum into the Company's US$ bank account with
        the said bank, Account No. 0099-319-049-581.

        Thereafter,  the  Shareholders  shall have fulfilled  their  obligations
        under paragraph (i) above.  The Company shall be entitled to draw on the
        Shareholders' loans as and when the same are deposited into its account,
        as working capital.

(iii)   If the  Company  requires  further  working  capital,  either  party may
        provide further

                                       13



<PAGE>

<PAGE>

        loans to the  Company at an interest  rate of 15% per annum.  Such loans
        shall have a priority of payment over loans referred to in paragraph (i)
        above.

(iv)    All  Shareholders'  loans  shall be repaid by the  Company in  Singapore
        dollars.

(B)     Third Party Loans

        Additional  financing  requirements as the Company may require from time
        to time may, in addition to clause  7(A)(ii),  be raised by way of loan,
        debenture,  mortgage  or in such other  manner as the  Shareholders  may
        agree  and  such  financing  requirements  shall be  procured,  wherever
        possible,  without  any  additional  security  by  way of  guarantee  or
        otherwise from the Shareholders. In the event that any such guarantee is
        required in order to secure financing  requirements for the Company, the
        Shareholders  shall  provide the same.  The legal costs  incurred by the
        shareholders  in  providing  any  such  guarantee  shall be borne by the
        Company.

(C)     Proportionate Liability

(i)     As a separate and  independent  covenant,  Shareholders  agree with each
        other  that  the  aggregate  amount  of  any  liability   arising  under
        guarantees,  indemnities  and  covenants  given  to any  bank  or  other
        financial  institution  at any time during the term of this Agreement by
        any  Shareholder  to secure  the  indebtedness  and  obligations  of the
        Company to such bank or financial institution shall be borne between the
        Shareholders  in  proportion  to  the  respective  shareholdings  in the
        Company. Any legal and other costs which a Shareholder may be ordered to
        pay or  otherwise  incurs in any  action  brought  to  enforce  any such
        guarantees,  indemnities  or covenants  shall  similarly be borne by the
        other Shareholder in proportion to the their respective shareholdings in
        the Company.

(ii)    Paragraph  (i) above  shall  apply  irrespective  of  whether or not the
        Shareholders  are liable as  co-sureties  to the creditor  enforcing the
        relevant  guarantee,  indemnity  or covenant and whether or not they are
        liable   jointly   and/or   severally  and  by  the  same  or  different
        instruments.


8.      FUTURE ACTIVITIES

(A)     Non-Competition

(i)     Save with the previous written consent of the other Shareholder:-

        (a)    each of SCA and SPM hereby  undertakes  to the other that it will
               not,  and will  procure  that  each of its  Related  Parties  and
               directors will not and;

        (b)    SCA  hereby  undertakes  to SPM  that it will  procure  that  its
               shareholders  (with  the  exception  of  the  Singapore  Economic
               Development Board,
                                       14



<PAGE>

<PAGE>


               which may become a shareholder  of SCA) and Excellent  Scientific
               Instruments Pte Ltd will not;

        for so long as SCA or SPM, as the case may be,  shall hold any shares in
        the issued  share  capital of the  Company and for a period of 30 months
        from the date of transfer of the entirety of the relevant  Shareholder's
        shares:-

        (aa)   engage or be interested directly or indirectly (otherwise than by
               virtue of its interests as a  shareholder  of the Company) in the
               Business within the Territories; or

        (bb)   solicit in the  Territories in  competition  with the Business of
               the  Company  the  custom of any person who is or has been at any
               time  during the  period it held any  shares in the issued  share
               capital of the Company, a customer of the Company; or

        (cc)   solicit or entice  away or attempt to solicit or entice away from
               the Company any person who is an officer,  manager or employee of
               the Company  whether or not such person  would commit a breach of
               his contract of employment by reason of leaving such employment.

 (ii)   (a)    Save with the written previous consent of SPM, each of FG, XC and
               LBL  undertakes  to SPM  that for so long as SCA  shall  hold any
               shares in the issued  capital of the  Company and for a period of
               30 months from the date of the  transfer of the entirety of SCA's
               shares he will not and;

        (b)    save with the previous written consent of SCA, each of GR, AL and
               LJ undertakes  to SCA and the Company  that,  for so long as they
               are  employees  of SPM or a wholly owned SPM  subsidiary  and SPM
               shall hold any shares in the issued share  capital of the Company
               and,  provided that they continue as employees of SPM or a wholly
               owned SPM subsidiary,  for a period of 30 months from the date of
               transfer of the entirety of SPM's shares, he will not:-

               (aa)   engage or be interested directly or indirectly  (otherwise
                      than by virtue of his  interests as a  shareholder  of the
                      Company) in the Business within the Territories; or
            
               (bb)   solicit  in  the  Territories  in  competition   with  the
                      Business of the Company the custom of any person who is or
                      has been at any time  during the period SCA or SPM (as the
                      case may be) held any shares in the issued  share  capital
                      of the Company, a customer of the Company; or

               (cc)   solicit  or entice  away or  attempt  to solicit or entice
                      away  from  the  Company  any  person  who is an  officer,
                      manager or  employee  of the  Company  whether or not such
                      person would commit a breach of his contract of employment
                      by reason of leaving such

                                       15



<PAGE>

<PAGE>

                      employment; or

               (dd)   cause or permit any person  directly or  indirectly  under
                      his  Control  to do any of the  acts or  things  specified
                      above.

        (iii)  The  obligations  of each of FG,  XC,  LBL,  GR,  AL and LJ shall
               survive the termination of this Agreement.

        (iv)   Notwithstanding  any and all  aspects  of this  clause 8, and the
               Agreement,  SPM and its  wholly  owned  subsidiary  ASP  shall be
               entitled  to  continue  to compete  to the  extent  that they are
               conducting  business in any of the  Territories  on or before the
               date on which ISP's facility becomes operational.

(B)     Several Obligations

        Each and every obligation under sub-clause (A) above shall be treated as
        a separate obligation and shall be severally enforceable as such. In the
        event of any obligation or obligations  being or becoming  unenforceable
        in whole or in part  such  part or parts as are  unenforceable  shall be
        deleted  from this  clause  and any such  deletion  shall not affect the
        enforceability  of all  such  parts  of this  clause  as  remain  not so
        deleted.

(C)     Modifications to Restrictions

        While  each  of the  Shareholders  acknowledges  that  the  restrictions
        contained  in   sub-clause   (a)  above  are   reasonable   in  all  the
        circumstances  it is  recognised  that  restrictions  of the  nature  in
        question may fail for technical reason unforeseen and accordingly, it is
        hereby  agreed and declared  that if any of such  restrictions  shall be
        adjudged by a court of competent jurisdiction to be void as going beyond
        what is reasonable in all the  circumstances  for the  protection of the
        interests  of the  Company  but  would be  valid if part of the  wording
        thereof  were  deleted or the  periods  thereof  reduced or the range of
        activities  or area  dealt  with  thereby  reduced  in  scope,  the said
        restrictions  shall apply with such modifications as may be necessary to
        make it valid and effective.

(D)     Company's obligations

        The  Company   shall   procure  that  its  key   employees   enter  into
        non-competition covenants similar to those stated in clause 8(A)(ii)(aa)
        to (dd) with the Company as part of their employment terms.


9.      RIGHT OF FIRST REFUSAL

(i)     Save as provided in this clause, each of the Shareholders shall not, and
        shall procure and ensure that none of its Related  Parties  shall,  make
        any Relevant Investment (as defined in paragraph (vi) below) unless such
        Shareholder or

                                       16



<PAGE>

<PAGE>


        Related  Party (as the case may be) shall have first  complied  with the
        provisions of this clause.  It shall be the duty of each  Shareholder to
        procure and ensure that any Related Party of such Shareholder who wishes
        to make any  Relevant  Investment  shall comply with the  provisions  of
        paragraphs  (ii) to (vii)  below  and a breach of such  provisions  by a
        Related  Party of a  Shareholder  shall be deemed to be a breach by that
        Shareholder of such provisions.

(ii)    In the event that any Shareholder or any of its Related Parties proposes
        to make any Relevant  Investments (the "Proposing Party"), the Proposing
        Party  shall  first   offer  to  the  other   Shareholder   (the  "Other
        Shareholder") the opportunity to participate in the Relevant Investment.
        The  Proposing  Party shall fully and fairly  disclose in writing to the
        Other  Shareholder  the principal  terms and  conditions of the Relevant
        Investment.  The Other  Shareholder  shall have 30 days from the date of
        such presentation in writing to it (the  "Presentation  Date") to decide
        whether  to   participate   in  the   Relevant   Investment.   Any  such
        participation  shall be in one-half of the  investment on the same terms
        and conditions as those  applicable to the Proposing Party. If the Other
        Shareholder  shall  indicate  to the  Proposing  Party  an  interest  in
        considering a participation  in the Relevant  Investment,  the Proposing
        Party and the Other  Shareholder shall negotiate in good faith as to the
        terms  of a  definitive  agreement  between  them  in  relation  to such
        Relevant Investment.

(iii)   If after the  making of such  disclosure  in  relation  to any  Relevant
        Investment,  the Other  Shareholder  shall  indicate  in  writing to the
        Proposing  Party  that it does not wish to  participate  therein  or the
        Proposing Party and the Other  Shareholder  shall fail to agree upon the
        terms of and enter into  legally  binding  documentation  in relation to
        their  participation in the Relevant  Investment within 60 days from the
        Presentation  Date, the Proposing  Party shall be free,  during the next
        succeeding 90 days, to make such  Relevant  Investment on  substantially
        the  same  terms  and  conditions  as  those   disclosed  to  the  Other
        Shareholder without the participation of the Other Shareholder  therein.
        The  making of a  Relevant  Investment  pursuant  to this  clause 9 by a
        Shareholder  or its  Related  Party  shall  not be a  violation  by that
        Shareholder  of clause 8 provided  that the  operation  of the  Relevant
        Investment  restricts its  solicitation  of business to the Territory in
        which its plants are located.

(iv)    If the Proposing  Party and the Other  Shareholder  shall so agree,  any
        such Relevant Investment may be taken up in its entirety by the Company.

(v)     For the purposes of this clause,  the expression  "Relevant  Investment"
        shall mean:-

        (a)    the  acquisition of any shares in or an interest in or the assets
               of any entity  principally and primarily  engaged or proposing to
               engage in the  Business in, or in relation to, one or more of the
               Territories other than Singapore; or

        (b)    the investment in or formation of any joint venture,  partnership
               or other

                                       17



<PAGE>

<PAGE>


               entity the purpose of which is to engage in the  Business  in, or
               in  relation  to,  one or  more  of the  Territories  other  than
               Singapore.

        provided,  however,  that the expression "Relevant Investment" shall not
        include  any  further  acquisition  of  shares  in,  or  assets  of,  or
        investment  in any entity  which  itself  was the  subject of a Relevant
        Investment  presented  to the  Other  Shareholder  in  which  the  Other
        Shareholder declined or failed to participate.

(vi)    Nothing in this  Agreement  shall be  construed  so as to  prohibit  the
        Proposing  Party from owning,  operating or investing in any business or
        entity  of any  nature or  description,  independently  or with  others,
        provided  that (a) such  business or entity shall not be carrying on the
        Business in Singapore  (and  regardless  whether such business or entity
        shall  be  carrying  on the  Business  in  the  other  countries  in the
        Territories)  and (b) if such  Proposing  Party shall have complied with
        the  provisions of this clause  including  those with regard to offering
        such investment  opportunity to the Other  Shareholder  which shall have
        declined  or  failed  to  participate  therein,  or  such  operation  or
        investment does not fall within the definition of a Relevant  Investment
        as set out herein.

(vii)   Any reference in this clause to a Proposing Party in any context,  shall
        include a  reference  to any of its Related  Parties and each  Proposing
        Party shall be obliged to procure  that each of its Related  Party shall
        act accordingly.


10.     GENERAL OBLIGATIONS OF SHAREHOLDERS

        Each Shareholder shall take all steps necessary on its part to give full
        effect to the  provisions of this Agreement and to procure (so far as it
        is able by the exercise of voting rights or otherwise so to do) that the
        Company and the Directors  shall  perform and observe the  provisions of
        this Agreement.

11.     PREVALENCE OF AGREEMENT AND AMENDMENT OF THE ARTICLES

(i)     In the event of any  inconsistency or conflict between the provisions of
        this  Agreement and the  provisions of the Articles,  the  provisions of
        this Agreement shall as between the Shareholders prevail.

(ii)    The  Shareholders  shall use their respective best endeavours to procure
        that new Articles in a form consistent in all respects with the terms of
        this  Agreement  are  adopted  by the  Company  as  soon  as  reasonably
        practicable after the signing hereof.

12.     DURATION AND TERMINATION

(A)     Duration

        This  Agreement  shall take  effect  from the date  hereof and  continue
        thereafter  without limit in point of time but, upon the transfer by any
        Shareholder of the

                                       18



<PAGE>

<PAGE>

        entirety  of its  shares  in the  capital  of the  Company,  it shall be
        released from all its obligations  hereunder (other than under clauses 8
        and 14) but, if at that time there are two or more Shareholders bound by
        the provisions of this Agreement,  this Agreement shall continue in full
        force and effect as between the continuing Shareholders.

(B)     Termination

        The  termination  of this Agreement from any cause shall not release any
        Shareholder  from any  liability  which at the time of  termination  has
        already  accrued,  or which thereafter may accrue and was related to the
        time period in which a Shareholder held its investment in ISP.

13.     DEFAULT

(A)     Remedy of Breach of Default

        Where a  Shareholder  fails to perform its  obligations  hereunder or to
        comply  with the  terms  and  conditions  of this  Agreement,  the other
        Shareholder shall be at liberty to issue to the defaulting Shareholder a
        notice  specifying the breach or default and, in the case of a breach or
        default capable of remedy, stipulating a period of not less than 30 days
        during which such breach or default  shall be remedied or steps taken in
        pursuance  thereof.  For the purposes of this paragraph (A), a breach or
        default  shall  be  considered  capable  of  remedy  if  the  defaulting
        Shareholder  can comply  with the term or  condition  in question in all
        respects other than as to the time of performance.

(B)     Disposal of Shares by Defaulting Shareholder

        In the  event  that  a  breach  of  this  Agreement  or a  default  by a
        Shareholder has been admitted or established  following upon the failure
        of that  defaulting  Shareholder  to  comply  with the terms of a notice
        under  paragraph  (A)  above,  the  other  Shareholder  shall,   without
        prejudice to any other rights and remedies such a Shareholder  may have,
        be  entitled  by notice in  writing  to the  defaulting  Shareholder  to
        require such defaulting  Shareholder to dispose of all its shares in the
        Company and upon  receipt of such  notice,  the  defaulting  Shareholder
        shall be bound to forthwith  give a Transfer  Notice in accordance  with
        the  provisions  of  clause  6(A)(iii)  and  the  provisions  of  clause
        6(A)(iii)  to clause  6(A)(viii)  shall apply  mutatis  mutandis to such
        disposal. The restriction on transfer of shares contained in Clause 6(B)
        and in the Articles shall not apply to such disposal.

(C)     Default by Shareholders

        In the event that :-

        (i)    any Shareholder shall become insolvent; or

                                       19



<PAGE>

<PAGE>

        (ii)   a resolution is passed for the winding up of any Shareholder; or

        (iii)  a proceeding has been instituted  seeking a declaration  that any
               Shareholder  is  bankrupt  or  insolvent  or seeking  bankruptcy,
               arrangement or  composition  with  creditors,  liquidation or the
               appointment  of a trustee,  receiver or  liquidator  or analogous
               procedure  under any applicable law and such  proceedings  remain
               undismissed  and  unstayed  for a period  of 60 days or are being
               consented to by that Shareholder,

        then a breach of this  Agreement or default shall have been committed by
        the  Shareholder  concerned  and the  provisions  of paragraph (B) above
        shall apply mutatis mutandis as if a breach of this Agreement or default
        has been admitted or established.

14.     KNOWHOW, INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION

(A)     Knowhow and Intellectual Property

        (i)    During the term of this  Agreement,  SPM shall cause ASP to grant
               to the Company an exclusive  and  irrevocable  licence to use the
               Knowhow  and  Intellectual  Property  Rights  which  exist in the
               Knowhow (the "Licensed Property"), for the purpose of carrying on
               the Business in the  Territories  upon fair and reasonable  terms
               and  conditions,  and  subject to the terms in  paragraphs  (ii),
               (iii)  and  (iv)  below  (the   "Intellectual   Property  License
               Agreement").

        (ii)   The Intellectual  Property License Agreement shall provide for an
               annual  royalty  based  on  the  net  sales  of  the  Company  as
               determined  by the Auditors  (the "Net Sales") and  calculated as
               follows:-

               (aa)   with effect from the date hereof to 31 December 1997, 0.5%
                      of Net Sales; and

               (bb)   with effect from 1 January 1998, 1% of Net Sales;

               provided that when the aggregate  amount of royalty  accrues to a
               sum  equivalent  to  US$1,000,000.00  the  Intellectual  Property
               License shall be royalty free.

        (iii)  The Intellectual Property License Agreement shall provide for the
               royalties  be  payable  by  the  Company  in 16  equal  quarterly
               instalments, without interest, only after:-

               (aa)   all shareholders' loans are repaid by the Company; and

               (bb)   receipt of ASP's written  notice  specifying the due dates
                      and amount of royalty payable.

                                       20



<PAGE>

<PAGE>

       (iv)    The Intellectual  Property  License  Agreement shall also require
               the Company to grant,  at the request of a Proposing  Party under
               clause  9, a  non-exclusive  licence  (but  without  the right to
               sub-license) to the Licensed  Property to any entity which is the
               subject  of a  Relevant  Investment  proposal  by such  Proposing
               Party,  (the  "Relevant  Investment  Entity'),  but  only  in the
               country or countries  in which such  Relevant  Investment  Entity
               establishes a facility utilizing the Licensed Property.

        (v)    SPM warrants that ASP has the power, right and authority to grant
               the  aforesaid  licence  to the  Company  and  that  SPM  has not
               received  any  notice  or have any  knowledge  that the  Licensed
               Property infringes the intellectual property rights or knowhow of
               third parties and no claims of such  infringement  have been made
               or are the subject of litigation actual or threatened.

        (vi)   Where  SPM  ceases  to be a  Shareholder  the  Company  shall  be
               entitled to continue with the use of the Knowhow and Intellectual
               Property  Rights  which exist in the Knowhow on the same terms to
               enable the Company to continue the Business without interruption.

        (vii)  Any and all Knowhow and Intellectual  Property Rights  throughout
               the world  resulting from any work carried out exclusively by the
               Company or relating to an improvement to the products exclusively
               generated by the Company shall vest  exclusively  in the Company.
               The Company shall grant an irrevocable non-exclusive licence free
               of royalty or any other  payment upon fair and  reasonable  terms
               without   limit  in  time  but   excluding  the  power  to  grant
               sub-licences of such  Intellectual  Property Rights to ASP or any
               successor and any Proposing Party for the purpose of carrying out
               the Relevant  Investments  in accordance  with the  provisions of
               clause 9.

(B)     Communications Confidential

        All  communications  between the Company and the  Shareholders or any of
        them and all information  and other material  supplied to or received by
        any of them from any one or more of the  others  which it either  marked
        "confidential"  or is by its nature  intended to be exclusively  for the
        knowledge of the recipient  alone,  or to be used by the recipient  only
        for the benefit of the Company, any information  concerning the business
        transactions   or  the   financial   arrangements,   including   without
        limitation, trade secrets, customer lists, know-how, designs, processes,
        drawings and  specifications,  of the Company or of the  Shareholders or
        any of them, or of any person with whom any of them is in a confidential
        relationship  with  regard  to the  matter  in  question  coming  to the
        knowledge of the recipient  shall be kept  confidential by the recipient
        and  shall  be used by the  recipient  solely  and  exclusively  for the
        benefit of the Company unless disclosure is required by law or unless or
        until any party can reasonably  demonstrate that it is or part of it is,
        in the  public  domain  through  no act or  default  on the  part of the
        recipient, its servants and/or agents,  whereupon, to the extent that it
        is

                                       21



<PAGE>

<PAGE>

 public, this obligation shall cease.

(C)     Indemnity

        The  Shareholders  shall indemnify each other from and against any loss,
        damages, charges, costs and expenses of whatever nature (including legal
        costs on a full  indemnity  basis)  suffered  or  incurred  by the other
        Shareholder arising from the breach of that Shareholder of any provision
        of this clause or the  unauthorised  use or  disclosure  of any Knowhow,
        Intellectual Property Rights or confidential  information referred to in
        paragraphs (A) and (B) above by any director,  employee,  shareholder or
        Related Party of that Shareholder.

(D)     Shareholders' Obligations

        The  Shareholders  shall procure the  observance  of the  abovementioned
        restrictions  by the  Company  and shall  take all  reasonable  steps to
        minimise the risk of disclosure of confidential information, by ensuring
        that only their  employees  and directors and those of the Company whose
        duties will require them to possess any of such  information  shall have
        access  thereto,  and that they shall be instructed to treat the same as
        confidential.  The  Shareholders  shall in  addition  procure  that such
        employees of the Company  whose duties will require them to possess,  or
        have access to,  confidential  information,  shall sign  confidentiality
        agreements  with the  Company  respecting  the  confidentiality  of such
        information.

(E)     Obligations to Continue

        The  obligations  contained in this clause shall endure,  even after the
        termination of this Agreement, without limit in point of time except and
        until any confidential  information  enters the public domain as set out
        above.

15.     MANAGERIAL EXPERTISE

(i)     SCA shall provide the necessary management and consultancy  expertise to
        operate and manage the  Business  and may in its  discretion  second any
        number of its employees to the Company,  the terms and condition of such
        secondment to be approved by the Board.

(ii)    The Company shall pay  management  and  consultancy  fees the amount and
        payment date of which shall be  determined  by SCA  provided  that SPM's
        prior written consent is required if the management and consultancy fees
        charged  exceed  the  amount  of  royalties  accruing  to ASP  under the
        Intellectual Property License Agreement referred to under clause 14(A).

(iii)   The management and  consultancy  fee shall be invoiced and payable after
        all  Shareholders'  loans  are  repaid  and  shall  be paid in 16  equal
        quarterly instalments, but without interest, on such dates as SCA may in
        its discretion  determine but in any event no earlier than the repayment
        dates for the

                                       22



<PAGE>

<PAGE>

        Intellectual Property License Agreement.


16.     DIVIDEND DISTRIBUTION POLICY

        In respect of any financial year if all outstanding  Shareholders' loans
        have been repaid in full,  and if the Company has profits  available for
        distribution  within the  meaning  of the Act,  the  Shareholders  shall
        procure that the maximum amount of dividends in cash shall be paid after
        taking  into  account  the   Company's   capital  and  working   capital
        requirements for the next financial year.

17      FURTHER UNDERTAKINGS

(A)     The Company  undertakes with each of the Shareholders to be bound by and
        comply with the terms and  conditions of this  Agreement  insofar as the
        same relate to the Company and to act in all respects as contemplated by
        this Agreement.

(B)     The  Shareholders  undertake with each other to exercise their powers in
        relation  to the  Company  so as to ensure  that the  Company  fully and
        promptly observes, performs and complies with its obligations under this
        Agreement.

18.     NO PARTNERSHIP

        The  relationship  between  the  Shareholders  shall  not  constitute  a
        partnership.  No Shareholder has the power or the right to bind,  commit
        or pledge the credit of the other Shareholder or the Company.

19.     INDULGENCE, WAIVER ETC.

        No failure on the part of any  Shareholder  to exercise  and no delay on
        the part of any  Shareholder  in  exercising  any right  hereunder  will
        operate as a release or waiver  thereof,  nor will any single or partial
        exercise of any right under this Agreement preclude any other or further
        exercise of it. The rights and remedies  provided in this  Agreement are
        cumulative and not exclusive of any right or remedy provided by law.

20.     COSTS

        Each of the Shareholders shall bear its own legal and other professional
        costs and expenses  incurred by it in the negotiation and preparation of
        this Agreement. To the extent legally permissible the Shareholders shall
        cause the  Company to bear such costs  related to the  formation  of the
        Company as shall be mutually agreed between the Shareholders.

21.     COUNTERPARTS

        This Agreement may be entered into in any number of counterparts, all of
       
                                       23



<PAGE>

<PAGE>

        which taken together shall constitute one and the same  instrument.  Any
        party may enter into this Agreement by signing any such counterpart.

22.     NOTICES AND GENERAL

(A)     Notices

        All notices, demands or other communications required or permitted to be
        given or made hereunder shall be in writing and delivered  personally or
        by overseas  courier or sent by prepaid  registered post (by air-mail if
        to or from an address outside Singapore) with recorded  delivery,  or by
        facsimile  transmission  addressed to the intended  recipient thereof at
        its address or at its facsimile  number set out in this Agreement (or to
        such other address or facsimile  number as a party to this Agreement may
        from time to time duly notify the others in  writing).  Any such notice,
        demand  or  communication  shall  be  deemed  to have  been  served  (if
        delivered  personally or given or made by facsimile)  immediately or (if
        given or made by letter or by overseas  courier) 96 hours after  posting
        or delivery to the  courier or (if made or given by  air-mail)  ten days
        after  posting  and in proving the same it shall be  sufficient  to show
        that the envelope  containing the same was duly  addressed,  stamped and
        posted.  The addresses and facsimile  numbers of the parties  hereto for
        the purpose of this Agreement are:-


               Semiconductor Alliance Pte Ltd
               135 Middle Road #05-13/14
               Singapore 188975
               Facsimile Number: 3385633

               Semiconductor Packaging Materials Co., Inc.
               431 Fayette Avenue, Mamaroneck, N.Y. 10543
               U.S.A
               Facsimile Number: 914-698-5386

               International Semiconductor Products Pte Ltd

               135 Middle Road #05-13/14
               Singapore 188975
               Facsimile Number:3385633

               Freddy Goh Hin Choon

               Blk 202, Clementi Avenue 6, #05-63
               Singapore 120202

               Xavier Chong Fook Choy

               Blk 96, Lorong 3, Toa Payoh, #01-48


                                       24
  


<PAGE>

<PAGE>

               Singapore 310096

               Lee Boon Leng

               Blk 868, Woodlands St. 83, #02-341
               Singapore 730868

               Gilbert Raker/Andrew Lozyniak/Leonard Johnson

               c/o  Semiconductor  Packaging  Materials  Co.  Inc.,  431 Fayette
               Avenue, Mamaroneck, New York 10543, U.S.A.

(B)     Remedies

        No  remedy  conferred  by any of the  provisions  of this  Agreement  is
        intended  to be  exclusive  of  any  other  remedy  which  is  otherwise
        available at law, in equity, by statute or otherwise, and each and every
        other remedy shall be cumulative and shall be in addition to every other
        remedy given  hereunder or now or hereafter  existing at law, in equity,
        by  statute  or  otherwise.  The  election  of any  one or  more of such
        remedies by any of the  Shareholders  shall not  constitute  a waiver by
        such Shareholder of the right to pursue any other available remedies.

(C)     Severance

        If any provision of this Agreement or any part thereof is rendered void,
        illegal or unenforceable  by any legislation to which it is subject,  it
        shall be rendered void,  illegal or  unenforceable to that extent and it
        shall in no way affect or prejudice the  enforceability of the remainder
        of such provision or the provisions of this Agreement.

(D)     Entire Agreement

        This Agreement embodies all the terms and conditions agreed upon between
        the  Shareholders  as to  the  subject  matter  of  this  Agreement  and
        supersedes  and cancels in all  respects  all  previous  agreements  and
        undertakings,  if any,  between  the  Shareholders  with  respect to the
        subject matter hereof, whether such be written or oral. Any amendment to
        or  variation  of this  Agreement  shall be  effective  only if it is in
        writing  and duly  signed and  confirmed  in  writing by the  authorised
        representative of each Shareholder.

(E)     Governing Law and Dispute Resolution

(i)     This  Agreement  shall be governed by, and construed in accordance  with
        the laws of Singapore.  Any dispute arising out of or in connection with
        this Agreement, including any question regarding its existence, validity
        or termination, shall be referred to and finally resolved by arbitration
        in Singapore in accordance with the Rules of the Singapore International
        Arbitration Centre.

                                       25



<PAGE>

<PAGE>

(ii)    The  winning  party to the  arbitration  shall be  awarded  costs of the
        arbitration,  such costs such include  reimbursement of reasonable costs
        of carrying on the arbitration including costs of travel,  accommodation
        and  related   expenses   necessary  for  that  party's   personnel  and
        professionals to arbitrate the issues.


                                       26



<PAGE>

<PAGE>

                                   SCHEDULE 1
                                 The Territories

Territories currently constituting:-

1.      Bangladesh, People's Republic of
2.      Bhutan
3.      Brunei Darussalam Negara
4.      Cambodia, People's Republic of
5.      China, People's Republic of
6.      Hong Kong
7.      India, Republic of
8.      Indonesia, Republic of
9.      Korea, Democratic People's Republic of (North Korea)
10.     Korea, Republic of (South Korea)
11.     Laos, People's Democratic Republic
12.     Malaysia
13.     Pakistan, Islamic Republic of
14.     Philippines, Republic of the
15.     Singapore, Republic of
16.     Sri Lanka, Democratic Socialist Republic of
17.     Taiwan (Republic of China)
18.     Thailand, Kingdom of
19.     Vietnam, Socialist Republic of


                                       27





<PAGE>

<PAGE>

                                   SCHEDULE 2

                      Managing Director's Service Agreement

        An Agreement made the         day of August 1996

BETWEEN

(A)     INTERNATIONAL  SEMICONDUCTOR PRODUCTS PTE LTD, a company incorporated in
        Singapore  with its  registered  office at 135 Middle  Road,  #05-13/14,
        Bylands Building, Singapore (188975), Facsimile No.       , (hereinafter
        called the "Company") of the one part; and

(B)     DR.  FREDDY  GOH HIN  CHOON  of Blk  202,  Clementi  Avenue  6,  #05-63,
        Singapore (120202)  (hereinafter called the "Managing  Director") of the
        other part.

        WHEREBY IT IS AGREED as follows:-


        TERM OF EMPLOYMENT

1.      The  Company  shall  employ  Freddy Goh Hin Choon and he shall serve the
Company as Managing  Director of the  Company and subject to the  provision  for
determination of this agreement hereinafter contained,  such employment shall be
for a period of 5 years 4 months  commencing  on the 1st day of  September  1996
until the 31st day of December  2001 and shall  continue  thereafter  unless and
until this  agreement  shall be  determined by either party hereto giving to the
other 3 months' notice in writing of such intended determination (or pay in lieu
of such  notice),  such  notice  to  expire on the day after the end of the said
period.

        DUTIES

2.      As managing director of the Company the Managing Director shall:-

(a)     undertake  such  duties and  exercise  such  powers in  relation  to the
        Company  and its  business  as the  Board of  Directors  of the  Company
        (hereinafter  referred to as the "Board") shall from time to time assign
        to or vest in him;

(b)     in the  discharge  of such  duties and in the  exercise  of such  powers
        observe and comply with all resolutions, regulations and directions from
        time to time made or given by the Board; and

(c)     devote substantially the whole of his time and attention during business
        hours to the discharge of his duties hereunder.

                                       28



<PAGE>

<PAGE>

        NON-DISCLOSURE OF TRADE SECRETS

3.      The Managing Director shall not, except as authorised or required by his
duties,  reveal to any person or  company  any of the trade  secrets,  secret or
confidential operations, processes or dealings or any information concerning the
organisation,  business, finances, transactions or affairs of the Company or any
subsidiary  company  of the  Company  (if any)  which may come to his  knowledge
during his  employment  hereunder  and shall  keep with  complete  secrecy,  all
confidential  information  entrusted  to him and shall not use or attempt to use
any such  information  in any  manner  which  may  injure or cause  loss  either
directly or indirectly to the Company or its business or may be likely so to do.
This restriction shall cease to apply to information or knowledge which may come
into the public domain, except through the default of the Managing Director.


        KEEPING OF NOTES, ETC. DURING EMPLOYMENT

4.      The Managing Director shall not during the continuance of this agreement
make  otherwise  than for the  benefit  of the  Company  any notes or  memoranda
relating  to any  matter  within  the scope of the  business  of the  Company or
concerning any of its dealings or affairs nor shall the Managing Director either
during the  continuance of this agreement or afterwards use or permit to be used
any such notes or  memoranda  otherwise  than for the  benefit of the Company it
being the intention of the parties  hereto that all such notes or memoranda made
by the  Managing  Director  shall be the property of the Company and left at its
registered  office upon the  termination of the Managing  Director's  employment
hereunder.


        MANAGING DIRECTOR'S DUTY TO DISCLOSE PATENTS, ETC.

5.1     Any discovery or invention or secret process or improvement in procedure
made or discovered by the Managing Director while in the service of the Company,
in  connection  with or in any way  affecting or relating to the business of the
Company or any  subsidiary  company of the  Company (if any) or capable of being
used or adapted for use therein or in connection  therewith  shall  forthwith be
disclosed to the Company and shall belong to and be the absolute property of the
Company or any such  subsidiary  company as the  Company  may  nominate  for the
purpose.

5.2     The Managing  Director if and whenever required so to do (whether during
or after the termination of his appointment) shall at the expense of the Company
or its nominee  apply or join in applying  for letters  patent or other  similar
protection  for  any  such  discovery,  invention,  process  or  improvement  as
aforesaid and execute all  instruments  and do all things  necessary for vesting
the said letters patent or other similar  protection when obtained and all right
and title to and interest in the same in the Company (or its nominee) absolutely
and as sole beneficial owner or in such other person as the Company may require.

        SALARY

                                       29



<PAGE>

<PAGE>


6.      Subject as  hereinafter  provided the Company  shall pay to the Managing
Director  during the  continuance  of his  employment  hereunder a salary at the
following rates:-

<TABLE>
<CAPTION>
        Date:                                      Salary
        -----                                      ------
<S>                                                <C>
1.      1.9.96 to 31.12.96                         S$7,500.00 per month

2.      1.1.97 to 31.12.9                          S$8,000.00 per month

3.      1.1.98 to 31.12.98                         S$8,600.00 per month

4.      1.1.99 to 31.12.99                         S$9,200.00 per month

5.      1.1.2000 to 31.12.2000                     S$10,000.00 per month

6.      1.1.2001 to 31.12.2001                     S$10,800.00 per month

</TABLE>


The salary shall be payable in arrears on the last day of each month.

        BONUS

7.1     The  Managing  Director  shall be entitled to an National  Wage  Counsel
(NWC) 13th month wage supplement every financial year (as the term is defined in
clause 8.1).

7.2     The  Managing  Director  shall  also  be  entitled,   depending  on  the
performance of the Company, to a variable bonus of between 1 to 3 months' salary
every  financial year or portion  thereof ending on 31 December)  subject to the
Board's approval. The Board may further award additional variable bonus of up to
2 months' salary.


PROFIT SHARING

8.1     By way of further remuneration in respect of every financial year during
the  continuance  of the  employment  of the Managing  Director  hereunder,  the
Managing  Director  shall be entitled to profit sharing on the Net Profit of the
Company based on the % Return on Investment of the Company and its  subsidiaries
(if any) in accordance with the following rates:-

<TABLE>
<CAPTION>

        % Return on Investment                     Percentage of Net Profit to [ZW]
be given
        ---------------------                      [ZW]
------------------------------------

          <S>                                          <C>
               10% - 15%                                 10%

              >15% - 20%                                 9%

</TABLE>

                                       30


<PAGE>

<PAGE>
 
<TABLE>

            <S>                                         <C>
             >20% - 25%                                 8%

             >25% - 50%                                 7%

             >50% - 75%                                 6%

             >75%                                       5%


</TABLE>


where:-

        "Net  Profit" of the  Company  means the  profits  shown by the  audited
consolidated  profit and loss accounts of the Company and its  subsidiaries  (if
any) for the  relevant  financial  year with the  following  adjustments  unless
already taken into account in such profit and loss accounts:-

        (a)    after   deducting   all  expenses  of  the   Company,   including
               depreciation,  interest and employees and managerial bonuses, but
               excluding profit sharing under this clause 8.1;

        (b)    after deducting income tax on profits (including  corporation tax
               and any similar or additional or substituted tax);

        (c)    without  taking  into  account  profits  and  losses of a capital
               nature arising on a disposal of fixed assets, investments,  plant
               or any other property of the Company or of any subsidiary company
               of the Company (if any);

        (d)    after deducting such part of the profits or adding back such part
               of the losses (as the case may be) of any subsidiary  company (if
               any) as  shall  be  proportionate  to such  part (if any) of such
               subsidiary  as shall not be in the ownership of the Company or of
               any  subsidiary  company  of the  Company on the last day of such
               financial year; and

        (e)    after  making any further  adjustments  which the auditors of the
               Company shall consider fair and reasonable or as may be agreed.


        "% Return  on  Investment"  means  the rate of  return of  shareholders'
investment (consisting of share capital contribution and unsecured shareholders'
loans) in the Company and shall be calculated as follows:-

        % Return on Investment = (Net Profit) / (total shareholders' investment)
X 100.

        "financial  year" means a year or other  period for which the  Company's
accounts are made up ending on 31 December.


8.2     The said profit sharing shall be paid not later than fourteen days after
the

                                       31


<PAGE>

<PAGE>

accounts for the relevant  financial  year have been made up and audited and the
certificate of the said auditors as to the amount of the said profit sharing for
any financial year (or part thereof) shall be conclusive and binding.

8.3     Unless the Managing  Director is terminated  for cause,  with respect to
any  period of the  Managing  Director's  appointment  embracing  only part of a
financial year, the Company shall pay to the Managing Director for every week or
part thereof such period a bonus and/or profit sharing  entitlement equal to one
fifty second part of the bonus and/or  profit  sharing  entitlement  which would
have been payable hereunder if he had served the Company during the whole of the
financial year.


        MAXIMUM REMUNERATION

9.      The  maximum  remuneration  payable  to  the  Managing  Director  for  a
financial   year,   under   this   agreement,   shall  not  exceed  the  sum  of
S$1,000,000.00.

        PROVISION OF MOTOR CAR

10.     The Company  shall provide and maintain for the sole use of the Managing
Director a motor car and shall pay all  reasonable  expenses in connection  with
such use of such motor car (including  without  limitation,  road tax,  service,
repairs  and  maintenance,  insurance  and cost of petrol),  such  vehicle to be
changed from time to time in  accordance  with the  Company's  policy  regarding
vehicle replacements.


        EXPENSES

11.     The Managing Director shall be reimbursed all travelling hotel and other
out-of-pocket  expenses  reasonably incurred by him in or about the discharge of
his duties hereunder.


        ANNUAL LEAVE

12.1    The  Managing  Director  shall be  entitled  to 21 days'  annual  leave,
exclusive of statutory and public holidays in each calendar year.

12.2    The Managing Director shall be entitled to 60 days  hospitalisation  and
medical leave each calendar year.


        TERMINATION OF AGREEMENT

13.1    This agreement may be terminated  forthwith by the Company without prior
notice if the Managing Director shall at any time:-

(a)     commit any serious or persistent  breach of any of the provisions herein

                                       32



<PAGE>

<PAGE>


        contained;

(b)     be guilty of any grave  misconduct or wilful neglect in the discharge of
        his duties hereunder;

(c)     become  bankrupt  or make  any  arrangements  or  composition  with  his
        creditors; or

(d)     become   permanently   incapacitated  by  accident  or  ill-health  from
        performing  his duties under this agreement and for the purposes of this
        sub-clause,  incapacity  for six  consecutive  months  in any  period of
        twelve calender months shall be deemed to be permanent incapacity.

13.2    If the  Managing  Director  shall  cease to be a director of the Company
this agreement shall thereupon automatically  terminate. If such cessation shall
be caused by any act or omission of either party without the consent concurrence
or complicity of the other such act or omission shall be deemed a breach of this
agreement and  determination  hereunder shall be without  prejudice to any claim
for damages in respect of such breach.

13.3    The Company may terminate this agreement by giving the Managing Director
3 months' prior written notice or 3 months' salary in lieu thereof provided that
all shareholders of the Company agree to the termination pursuant to this clause
13.3. In addition,  the Managing  Director shall be entitled to  compensation in
the sum equivalent to 9 months' salary if this agreement is terminated  pursuant
to this clause 13.3.

13.4    The Managing  Director  may  terminate  this  agreement by giving to the
Company 3 months' prior written notice.

13.5    Upon  the  termination  of this  agreement  for  whatsoever  reason  the
Managing  Director shall upon the request of the Company resign from office as a
Managing  Director  of the  Company  and  from  all  offices  held by him in any
subsidiary.


        RESTRICTIVE COVENANTS; INTERPRETATION


14      Save with the  previous  consent of the Company,  the Managing  Director
        will not  whilst  acting  as  Managing  Director  and for a period of 30
        months thereafter:-

        (a)    engage or be interested directly or indirectly (otherwise than by
               virtue of his interests as a  shareholder  of the Company) in any
               business which is in competition with the business of the Company
               within Singapore; or

        (b)    solicit in  Singapore  in  competition  with the  business of the
               Company the custom of any  person,  firm or company who is or has
               been at any time  during  the  period  it held any  shares in the
               issued share capital of the

                                       33



<PAGE>

<PAGE>

               Company, a customer of the Company;

        (c)    solicit or entice  away or attempt to solicit or entice away from
               the Company any person who is an officer,  manager or employee of
               the Company  whether or not such person  would commit a breach of
               his contract of employment by reason of leaving such  employment;
               or

        (d)    cause or permit  any  person  directly  or  indirectly  under his
               control to do any of the acts and things specified above (and for
               the purpose of this clause, "control" means the possession by one
               person,    directly   or   indirectly   through   one   or   more
               intermediaries,  of the power to direct or cause the direction of
               the management or policies of another  person;  with respect to a
               corporation such power may be evidenced by the right to exercise,
               directly  or  indirectly,  more  than  50%  of the voting  rights
               attributable  to the  shares  or  interest  of such  corporation,
               partnership or other body corporate).

(iii)   Each of the  undertakings  in paragraphs (a), (b) and (c) above shall be
        treated as independent of the other undertakings so that, if one or more
        is held to be invalid as an  unreasonable  restraint of trade or for any
        other reason,  the remaining  undertakings  shall be valid to the extent
        that they are not affected.

(iv)    Whilst the  undertakings in paragraphs (i) and (ii) above are considered
        by all parties to be reasonable in all circumstances,  if one or more is
        held  invalid  as an  unreasonable  restraint  of trade or for any other
        reason but would have been held  valid if part of the  wording  had been
        deleted,  the period  reduced or the range of  activities  or area dealt
        with  reduced  in  scope,  the   undertakings   shall  apply  with  such
        modifications as may be necessary to make them valid.



        SERVICE OF NOTICES

15.     All notices, demands or other communications required or permitted to be
given or made under this agreement shall be in writing and delivered  personally
or sent by prepaid registered post (by air-mail if to or from an address outside
Singapore) with recorded delivery, or by fax addressed to the intended recipient
thereof at his address or fax number set out in this agreement (or to such other
address  or fax  number as either  party may from time to time duly  notify  the
other) Any such  notice,  demand or  communication  shall be deemed to have been
duly  served  (if given or made by fax) on the day of  despatch  or (if given or
made by  letter)  48  hours  after  posting  or (if  made or given to or from an
address  outside  Singapore)  10 days after  posting  and in proving the same it
shall be  sufficient  to show  that the  envelope  containing  the same was duly
addressed, stamped and posted.


        EFFECT OF TERMINATION ON UNDERTAKINGS

                                       34



<PAGE>

<PAGE>


16.     The expiration or termination of this agreement  howsoever arising shall
not affect such of the  provisions  hereof as are  expressed  to operate or have
effect  thereafter and shall be without prejudice to any right of action already
accrued to either party in respect of any breach of this  agreement by the other
party.


        GOVERNING LAW

17.     This agreement shall be governed by and construed in accordance with the
laws  of  Singapore.   Each  of  the  parties  hereto  hereby   irrevocably  and
unconditionally  submits  to the  non-exclusive  jurisdiction  of the  Courts of
Singapore for all purposes in relation to this agreement.


        IN WITNESS  WHEREOF this  agreement has been entered into on the day and
year first above written.

Signed by                                        )
for and on behalf of INTERNATIONAL SEMICONDUCTOR )
PRODUCTS PTE LTD in the presence of :-           )


Signed by DR. FREDDY GOH HIN CHOON               )
in the presence of:-                             )

                                       35




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                                   SCHEDULE 3

                    Terms And Conditions Of Shareholder Loans


The following terms and conditions  shall apply in respect of the loans referred
to in clause 7(A) (each a "Shareholder Loan").

1.      Proportionality

        Shareholder Loans shall be provided by the Shareholders on the same time
        and on the same terms and conditions.

2.      Availability

        Shareholder Loans shall be provided to the Company at such time or times
        during the term of this  Agreement and in such amounts as are set out in
        clause  7(A)(ii) of the  Agreement.  No  Shareholder  Loan repaid by the
        Company shall be available for re-drawing.

3.      Ranking

        All  Shareholder  Loans shall  constitute  unsecured  obligations of the
        Company which rank pari passu with all other  unsecured  obligations  of
        the Company.  All  Shareholder  Loans shall be  designated  in Singapore
        Dollars and shall be repayable in such currency unless the  Shareholders
        decide otherwise.

4.      Interest

        Save as provided in clause 7(A)(iii) of the Agreement, no interest shall
        be payable in respect of any Shareholder Loans,  unless the Shareholders
        unanimously decide otherwise.

5.      Repayment

        The  Shareholder  Loans  shall be  repayable  on the  occurrence  of the
        earlier of the following dates (and not otherwise) :-

        (a)    the date on which an order shall be made or a resolution shall be
               passed  (whichever  shall  first  occur)  for the  winding-up  or
               dissolution of the Company.

        (b)    the  date on  which  the  Board  shall  have  determined,  in its
               absolute  discretion,  such Shareholder Loans or any part thereof
               shall be repayable provided,  however,  that the Board shall make
               such  determination  in  respect of  Shareholder  Loans only on a
               proportionate

                                       36



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               basis as between the Shareholders.

6.      Transferability

        (a)    No  amount of  Shareholder  Loans  may be  transferred  except in
               accordance with the following provisions.
 
        (b)    If any of the  Shareholders  (a  "Transferor")  shall at any time
               hereafter  sell,  transfer or otherwise  dispose of any shares it
               holds  in  the  capital  of  the  Company  ("a  Disposal"),  such
               Transferor on the occasion of any such Disposal shall be entitled
               and  obliged to  transfer to the party to whom it shall make such
               disposal of such shares a  proportion  of the  Shareholder  Loans
               held by it equal to the proportion which the number of shares the
               subject of such Disposal  shall bear to the  aggregate  number of
               such  shares  held by the  Transferor  immediately  prior to such
               Disposal.

        (c)    Each of the  Shareholders  agree that the restrictions set out in
               paragraph (a) and (b) above shall fully and  effectively  bind it
               in  respect  of all of the  shares  at any time held by it in the
               capital of the Company in addition of its  obligations  under the
               Articles  and that also it will not make any Disposal of any such
               shares to any person  unless prior thereto such  Shareholder  and
               the  person to whom such  Disposal  is  proposed  to be made (the
               "Transferee")  shall be entered into a legally binding commitment
               (in form and content to the reasonable  satisfaction of the other
               Shareholders)  to the effect that the  Transferee  shall be fully
               and effectively  bound by the restrictions set out in this Clause
               in respect of all shares  held or to be held by it in the capital
               of the  Company at any time in the same  manner as if it had been
               an original party hereto (without  prejudice to such  obligations
               of the  Transferor in respect of any shares in the capital of the
               Company retained by it).

7.      Register

        The Company  shall  maintain a register  of the  holders of  Shareholder
        Loans and the amount of  Shareholder  Loans held by them and  details of
        any permitted transfers thereof. Unless otherwise specifically agreed by
        the Company in any  particular  case,  the Company  shall be entitled to
        treat the persons  registered as the holders of Shareholder Loans as the
        absolute  owners  thereof to such persons or at their order  without any
        obligation to make any enquiry of any nature.

                                       37




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                                   SCHEDULE 4

SCA directors/shareholders/officers:-


1.      Freddy Goh Hin Choon of Blk 202,  Clementi  Avenue 6, #05-63,  Singapore
        (120202) (referred to as "FG" in the Agreement);

2.      Xavier Chong Fook Choy of Blk 96, Lorong 3, Toa Payoh, #01-48, Singapore
        310096, (referred to as "XC" in the Agreement);

3.      Lee Boon Leng of Blk 868,  Woodlands St 83, #02-341,  Singapore  730868,
        (referred to as "LBL" in the Agreement");


SPM and/or ASP directors/shareholders/officers:-


4.      Gilbert  Raker c/o  Semiconductor  Packaging  Materials  Co.  Inc.,  431
        Fayette Avenue, Mamaroneck, New York 10543, U.S.A., (referred to as "GR"
        in the Agreement);

5.      Andrew  Lozyniak c/o  Semiconductor  Packaging  Materials Co. Inc.,  431
        Fayette  Avenue,  Mamaroneck,  New York 10543,  U.S.A.,  (referred to as
        "AL") in the Agreement; and

6.      Leonard  Johnson c/o  Semiconductor  Packaging  Materials Co. Inc.,  431
        Fayette  Avenue,  Mamaroneck,  New York 10543,  U.S.A.,  (referred to as
        "LJ") in the Agreement.


                                       38



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<PAGE>


        IN WITNESS  WHEREOF  this  Agreement  has been  entered into on the date
stated at the beginning.


Signed by Xavier Chong Fook Choy        )
for and on behalf of                    )    XAVIER CHONG FOOK CHOY
Semiconductor Alliance Pte Ltd          )
in the presence of:-                    )

                    CHAN YUEN LENG
                    Chan Yuen Leng
                 Advocate & Solicitor
                      Singapore

Signed by Gilbert D. Raker              ) 
for and on behalf of                    )    GILBERT D. RAKER
Semiconductor Packaging                 ) 
Materials Co. Inc. in the presence of:- ) 


              MAXINE BARR
     Notary Public, State of New York
             No. 4699017
     Qualified in Westchester County
       Commission Expires 3/30/97
              MAXINE BARR




Signed by Freddy Goh Hin Choon          )
for and on behalf of International      )    FREDDY GOH HIN CHOON
Semiconductor Products Pte Ltd          )
in the presence of:-                    )

                    CHAN YUEN LENG
                    Chan Yuen Leng
                 Advocate & Solicitor
                      Singapore

Signed by Freddy Goh Hin Choon in       )    FREDDY GOH HIN CHOON
the presence of:-                       )

                    CHAN YUEN LENG
                    Chan Yuen Leng
                 Advocate & Solicitor
                      Singapore

Signed by Xavier Chong Fook Choy        )    XAVIER CHONG FOOK CHOY
in the presence of:-                    )

                    CHAN YUEN LENG
                    Chan Yuen Leng
                 Advocate & Solicitor
                      Singapore

Signed by Lee Boon Leng                 )    LEE BOON LENG
in the presence of:-                    )

                    CHAN YUEN LENG
                    Chan Yuen Leng
                 Advocate & Solicitor
                      Singapore

Signed by Gilbert D. Raker              )    GILBERT D. RAKER
in the presence of:-                    )  
                                             
              MAXINE BARR
     Notary Public, State of New York
             No. 4699017
     Qualified in Westchester County
        Commission Expires 3/30/97
               MAXINE BARR



Signed by Andrew Lozyniak               )    ANDREW LOZYNIAK
in the presence of:-                    )    

          MAXINE BARR
  Notary Public, State of New York
          No. 4699017
  Qualified in Westchester County
    Commission Expires 3/30/97
          MAXINE BARR


Signed by Leonard Johnson               )    LEONARD JOHNSON
in the presence of:-                    )

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